GAP (GAP) director Robert Fisher settles stock units and gifts 23,000 shares
Rhea-AI Filing Summary
GAP INC director and 10% owner Robert J. Fisher reported routine equity movements involving GAP common stock. He exercised derivative awards, converting stock units and dividend equivalent rights into 19,036 and 1,743 shares of common stock, respectively, as part of compensation previously granted on June 30, 2023. The filing also shows a bona fide gift of 23,000 common shares made at no consideration. Following these updates, the report lists substantial direct and indirect holdings, including 22,015,000 shares held by limited partnerships and 2,329,502 shares held by a trust. These transactions were effected under a plan adopted on March 19, 2026 intended to satisfy Rule 10b5-1(c) conditions.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 2,221 shares
Net Sell
8 txns
Insider
FISHER ROBERT J
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Units | 19,036 | $0.00 | $0.00 |
| Exercise | Dividend Equivalent Rights | 1,743.7407 | $0.00 | $0.00 |
| Exercise | Common Stock | 19,036 | $0.00 | $0.00 |
| Exercise | Common Stock | 1,743 | $0.00 | $0.00 |
| Gift | Common Stock | 23,000 | $0.00 | $0.00 |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Units — 25,500 shares (Direct);
Dividend Equivalent Rights — 764.8803 shares (Direct);
Common Stock — 12,662,277 shares (Direct);
Common Stock — 133,097 shares (Indirect, By Spouse);
Common Stock — 2,329,502 shares (Indirect, By Trust);
Common Stock — 22,015,000 shares (Indirect, By Limited Partnerships)
Footnotes (3)
- F1. 19,036 shares were issued in settlement of the stock units originally granted to the reporting person on June 30, 2023. Each stock unit represented the right to receive one share of The Gap, Inc. common stock ("Gap Common Stock").
- F2. 1,743 shares were issued in settlement of dividend equivalent rights on the above-referenced stock units originally granted to the reporting person on June 30, 2023. Each dividend equivalent right was the economic equivalent of one share of Gap Common Stock.
- F3. The transaction set forth herein was made pursuant to a plan adopted on March 19, 2026, that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
Key Figures
Gifted shares: 23,000 shares
Stock units settled: 19,036 shares
Dividend equivalents settled: 1,743 shares
+4 more
7 metrics
Gifted shares
23,000 shares
Bona fide gift of GAP common stock
Stock units settled
19,036 shares
Shares issued from stock units granted June 30, 2023
Dividend equivalents settled
1,743 shares
Shares issued from dividend equivalent rights tied to stock units
Total exercised shares
20,779.7407 shares
Exercise or conversion of derivative securities reported
Indirect LP holdings
22,015,000 shares
GAP common stock held by limited partnerships
Indirect trust holdings
2,329,502 shares
GAP common stock held by a trust
Spouse indirect holdings
133,097 shares
GAP common stock held by spouse
Key Terms
bona fide gift, Dividend Equivalent Rights, Stock Units, Rule 10b5-1(c), +1 more
5 terms
bona fide gift financial
"The filing also shows a bona fide gift of 23,000 common shares made at no consideration."
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
Dividend Equivalent Rights financial
"1,743 shares were issued in settlement of dividend equivalent rights on the above-referenced stock units..."
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
Stock Units financial
"19,036 shares were issued in settlement of the stock units originally granted to the reporting person on June 30, 2023."
Stock units are individual pieces of ownership in a company, like slices of a pie that together make up the whole business. They matter to investors because each unit represents a claim on the company’s assets, profits and sometimes voting power, and changes in the number or value of these units affect ownership percentages, potential dividends and share dilution — all of which influence an investment’s worth.
Rule 10b5-1(c) regulatory
"The transaction set forth herein was made pursuant to a plan adopted on March 19, 2026, that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)."
Rule 10b5-1(c) is an SEC guideline that lets company insiders set up a written, pre-planned schedule to buy or sell their company stock when they are not in possession of material, nonpublic information. For investors, it matters because such plans can reduce the appearance of insider trading by separating decisions from inside knowledge—like putting your trades on autopilot—while also requiring scrutiny since pre-planned trades can still affect market confidence and share value.
Limited Partnerships financial
"Including 22,015,000 shares held by limited partnerships and 2,329,502 shares held by a trust."
A limited partnership is a business structure with two types of partners: one or more general partners who run the business and carry full legal responsibility for its debts, and one or more limited partners who contribute money but do not take part in daily management and whose legal responsibility is capped at the amount they invested. For investors, this setup matters because it separates control from financial risk—like founders steering a boat while passive backers fund the trip—and determines who makes decisions, how profits and losses flow to owners for taxes, and how easily an investor can sell their stake.
FAQ
What insider transactions did Robert J. Fisher report for GAP on this Form 4?
Robert J. Fisher reported exercising derivative awards and making a bona fide gift. He converted stock units into 19,036 GAP shares, settled 1,743 dividend equivalent rights into shares, and gifted 23,000 common shares, while retaining large direct and indirect holdings.
What are dividend equivalent rights in Robert J. Fisher’s GAP filing?
Dividend equivalent rights provided economic value equal to GAP common stock dividends. In this filing, 1,743 shares were issued in settlement of such rights tied to earlier stock units, with each right the economic equivalent of one share of GAP common stock.
Were Robert J. Fisher’s GAP transactions under a Rule 10b5-1 trading plan?
Yes. A footnote states the transactions were made pursuant to a plan adopted on March 19, 2026, intended to satisfy Rule 10b5-1(c) affirmative defense conditions, indicating the activity followed a pre-arranged schedule rather than discretionary market timing.
AI-generated analysis. How Rhea-AI works. Not financial advice.
